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SAG-AFTRA

Personal Manager Code of Ethics and Conduct



Preamble:

To better promote an honest and ethical relationship between SAG-AFTRA ( Union) members
and the Personal Managers (PM) that they choose to represent them in the capacity as a
manager, as defined below, the parties hereto have voluntarily agreed to be bound by the
SAG-AFTRA Personal Manager Code of Ethics and Conduct ( Code), attached below. The
term Personal Manager shall hereinafter be defined as any individual, partnership, association,
firm, corporation or any other business entity that counsels and/or advises SAG-AFTRA members
regarding their professional careers in the entertainment industry. For the purposes of the Code, a
PM shall not be deemed a talent agent, as defined by the California Talent Agencies Act, Section
1700 et seq., and/or the New York State Business Code Article 11, Section 171(2)(c), or by the
SAG-AFTRA agency regulation(s), unless said PM attempts to solicit and/or procure employment
in any area in which SAG-AFTRA has exercised jurisdiction when not under the control and/or
direction of a Union franchised talent agency. For the purpose of this Code, members shall be
defined as any current or prospective members of SAG-AFTRA.

Any interested PM company may apply to sign on to the terms and conditions of the Code offered
by SAG-AFTRA, provided it:

(i) files a request on company letterhead, accompanied by a detailed resume and three (3)
professional business references acceptable to the Union,
(ii) agrees to provide the Union with a complete roster of SAG-AFTRA clients it
represents, and to periodically update said client list upon reasonable written request by
the Union to do so, but not more often than once a quarter,
(iii) communicates to the Union all of the PMs professional contact information including,
but not limited to, any address from which the PM conducts business, as well as its
business telephone and facsimile number, and a current email address. Note: P.O.
boxes or home offices will not be accepted. A PM must also agree to immediately
communicate to SAG-AFTRA any change in this information,
(iv) discloses to the Union any and all professional affiliations,
(v) does not solicit and/or procure employment, as these categories are broadly defined, in
any area in which SAG-AFTRA has exercised jurisdiction, except to the extent that
such activities may be sanctioned by applicable California and/or New York State Law.
(vi) is not licensed by any State as a talent or employment agency.
(vii) provides SAG-AFTRA with a copy of its agreement used to represent SAG-AFTRA
performers, including an appended schedule of fees. The PM must also


contemporaneously (and in writing) communicate to SAG-AFTRA any
alterations/modifications to this contract when they occur.
(viii) acknowledges that any continued recognition by the Union that the PM has signed the
Code shall be contingent upon the PMs agreeing to all provisions contained herein.

Once an interested PM company agrees to sign on to the terms and conditions of the Code, and
subject to the approval of the Union as set forth herein, the PMs company may be added to a
managers list compiled by the Union. SAG-AFTRA agrees to make said list available to its
members upon request, consistent with the manner in which it currently distributes its franchised
agency information, including prominent website presence on the Unions website:
www.sagaftra.org. SAG-AFTRA will periodically update this list.
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Once approved by the Union
and only after actually executing the Code, and only during such time period as the Code is in
force with respect to PM, thePM may notify potential clients (and/or the general public) of the fact
of its adherence to the Code in a form to be approved by the Union.

Regarding disputes between the Union and any PM that has agreed to sign on to the Code, the
Unions General Counsel (or his designee) shall be charged with issuing a final ruling based on any
written information presented to him/her by the affected parties. Upon any permanent change to
PMs status with SAG-AFTRA, PM may request and SAG-AFTRA shall provide a written
statement from the Union setting forth the reason(s) for such change/termination. Any affected PM
whose status is so altered shall be afforded the opportunity to advise the National Agent Relations
Committee (NARC) of his/her objection, if desired, in writing. The outcome of all such disputes
shall be determined by the Union in its sole discretion.

With respect to any and all disputes and controversies arising out of a contractual relationship
between a SAG-AFTRA member and a PM, the parties must submit these disputes/controversies
to SAG-AFTRA for adjudication in accordance with the arbitration provisions attached hereto, as
Exhibit A. In such cases, both parties must also agree to comply with any awards made by the
Arbitrator in such cases.

The Union shall have the right to modify or discontinue this program at any time, upon thirty days
notice to the participating PMs, which may be provided by electronic notification to PMs last
known electronic point of contact.

I have read and understood this Preamble and agree to comply with its provisions:

Date:

________________________________

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Inclusion of any PM on this list indicates only that it has agreed to submit to the appended Code of Ethics and Conduct and does
not in any manner, directly or indirectly, constitute a guarantee, warranty or representation as to any PMs ability or quality, nor
shall SAG-AFTRA attempt to regulate the terms and conditions (other than what is expressly stated herein) of the general
relationship between the Member and the PM. This remains the subject of independent bargaining between the PM and the
Member. Both Members and PMs enter into business relationships with each other independently and outside the oversight of
SAG-AFTRA.



Print Name:______________________

Business Name:___________________




SAG-AFTRAs Personal Manager Code of Ethics and Conduct

Adherence Letter

I hereby agree to abide by the following Code of Ethics and Conduct. I pledge to:

1. promote integrity in the execution of my fiduciary duties, and to assist SAG-AFTRA
members in the development of their long-term career goals. In my position as a personal
manager (PM), I pledge not to derive personal gain at the expense of any SAG-AFTRA
members interests.
2. serve SAG-AFTRA members in good faith, recognizing the uniqueness of their abilities.
3. be truthful in all statements made to SAG-AFTRA members and to act, at all times, in an
honest, ethical, and appropriate manner, as a fiduciary to my clients.
4. respect and support the SAG-AFTRA members in their relationships with their franchised
agents, and to make every effort to assist the performers designated agents in securing
employment opportunities for SAG-AFTRA members when directed by the franchised
agent to do so.
5. encourage all SAG-AFTRA members to uphold their obligations to their union and to
assist the Union in the enforcement of its contracts.
6. never encourage a SAG-AFTRA member to resign his/her membership from the Union.
7. guard against any potential conflicts of interest
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in the representation of SAG-AFTRA
members, and immediately notify my clients should any such conflict arise.
8. protect SAG-AFTRA members from the inappropriate commingling of monies belonging
to them with monies belonging to me. I shall keep SAG-AFTRA member funds in a
segregated account that is commonly referred to as a client, escrow or trust account.
9. faithfully account for a SAG-AFTRA members monies in my possession and to deliver
said monies to the SAG-AFTRA member (or his/her designee) in a timely fashion. SAG-
AFTRA shall also encourage its members to make similar timely payments to me, where
appropriate.
10. maintain SAG-AFTRA member confidentiality in all dealings, both during the course of,
or after, my representation of the member.
11. ensure that it is not a condition of representation for any SAG-AFTRA member to utilize
the services of any photographer, printer, school, acting coach, or any other professional in
the entertainment industry in which I have a direct or indirect financial (or other) interest.
12. never use unjust or oppressive representational contracts that permit, for example, self-
renewing provisions or the collection of up front/advance fees or charges of any kind.
Further, no initial contract between a SAG-AFTRA member and my personal
management company shall be in excess of twelve to eighteen (12-18) months; renewals to

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A conflict of interest exists if the action of the PM is, or could reasonably appear to be, influenced by personal
considerations or by actual or potential personal benefit/gain, beyond the PMs fiduciary duty and obligation to the
member. A PM is expected to make decisions in the best interests of his client, and not for personal gain.


be no greater than three (3) years. A copy of my representational contract shall be
provided to the SAG-AFTRA member and agreed to by said member prior to the
commencement of our business relationship.
13. create and maintain a working relationship for the SAG-AFTRA member that is free of
discrimination which can include, but is not limited to, inappropriate treatment based on
age, disability, gender, national origin, race, religious affiliation, sexual orientation, gender
identity or expression, union and/or political affiliation.
14. assist SAG-AFTRA members in their search for a franchised talent agent pursuant to
current SAG-AFTRA guidelines/policies.
15. never to encourage a SAG-AFTRA member from knowingly breaching Union rules.
16. to promptly forward to the SAG-AFTRA member any Union communication addressed to
the member that is delivered to my company.
17. abide by any applicable State and/or Federal Laws in the jurisdiction in which I am
operating my business.
18. update my records with SAG-AFTRA, as periodically required, in order to remain on the
list of managers published by the Union.

Adherents to this Code are required to sign and date this document (see below) and return it to the
SAG-AFTRA for processing either by email at managers@sagaftra.org, by facsimile at 323-549-
6746, or by hard mail to SAG-AFTRA Agency Department, 5757 Wilshire Blvd. 7
th
Floor, Los
Angeles, CA, 90036-3600. Once approved, the applicant will receive a certificate of
acknowledgement from the Union. All certificates of acknowledgment shall be temporary and
conditional for a six (6) month period of time, to be reviewed by the Union at the end of such
period. In addition, PMs are required to communicate the content of this Code to any employee(s)
or independent contractor(s) working with/for them, and to provide a copy of said agreement to
the SAG-AFTRA member upon request to do so. I have understood all of the above and hereby
agree to the terms and conditions of the Personal Manager Code of Ethics and Conduct (including
its Preamble).


Date:

Date:
_________________________________

Zino Macaluso, Esq.
National Director/Sr. Counsel, Agency
Relations
SAG-AFTRA


_________________________________________

Print (Owner) Name:________________________

Print (Business) Name:______________________

Member agrees, by virtue of signing this document, to resolve any and all disputes with the
complying personal manager through the appended arbitration procedure administered through
SAG-AFTRA.



Member name/SAG-AFTRA I.D. #_________________________


Date: _______________
Signature:______________________________________________

EXHIBIT A
ARBITRATION RULES

Arbitration proceedings shall be had in accordance with the procedure specified herein in all cases which
are to be submitted to arbitration.

The following rules of general procedure shall govern all arbitration proceedings:

(1) Arbitration shall be commenced by the filing with the Arbitration Secretary (Secretary) of a
written statement of claim by the person who desires to institute proceedings. For the purposes
of these arbitrations, the Secretary position shall be occupied by the Unions National
Director/Sr. Counsel for Agency Relations, unless the Unions General Counsel delegates such
tasks to another party. The person filing the claim may be referred to as the Claimant.

(2) The Secretary shall notify in writing the person or persons with whom arbitration is sought of
the claim, and shall cause to be mailed or delivered to such person or persons a copy of the
statement of claim. Such person or persons may be referred to as the Respondent.

(3) The Respondent shall, within ten (10) days of receipt of this claim, file an Answer with the
Secretary. The Secretary shall cause to be mailed or delivered to the Claimant a copy of the
Answer.

(4) Within fifteen (15) days after the Answer is filed, the Secretary shall suggest the name of a
proposed Arbitrator to the parties. Unless there is an objection, which must be filed in writing
by either party within five (5) business days of the notification of the Arbitrators selection, the
Secretary shall appoint said person to act as Arbitrator for the case. If one or the other parties
objects to the selection of an Arbitrator, SAG-AFTRA will make a good faith effort to name an
alternate Arbitrator that is acceptable to all parties.

(5) If parties fail to agree on the final choice of an Arbitrator, SAG-AFTRA will act in the best
interests of all parties concerned and name an Arbitrator for the case.

(6) Cost of the arbitration shall be borne equally by the Claimant and the Respondent, except as
otherwise decided by an arbitrator or agreed between the parties.

(7) Arbitration hearings shall be held in the locality at which both Claimant and Respondent are
situated, whenever possible.

(8) If both parties are not located in the same locality, then the parties may stipulate as to the place
at which the arbitration hearings are to be held. If the parties fail to agree as to the place for
hearings, pursuant to the preceding sentence, then the Secretary shall select the place for the
arbitration hearings.



(9) SAG-AFTRA shall be an ex officio party to all arbitration proceedings hereunder in which any
member of SAG-AFTRA is involved, and the Union may do anything which a party named in
such proceedings might do.

(10) Any party to an arbitration proceeding shall have the right to bring in other parties whose
interests are involved and who are necessary in order to have the Arbitrator make a complete
determination of all issues. Disputes on this matter shall be settled by the Secretary after a
hearing.

(11) In the event that there are conflicting arbitrations and any party to either of said arbitrations
claims that the conflicting claim should be determined in a specific arbitration, the matter shall
be submitted to the Secretary who, after a hearing, shall determine which, if any, arbitration
shall be permitted to proceed, and shall determine what disposition shall be made of the other
conflicting arbitration proceedings.

(12) In the event conflicting claims are made against any member of SAG-AFTRA, the member
may deposit the moneys claimed of the member with the Union, stating that conflicting claims
are made against him, naming the persons who are making the claims, and agreeing that the
moneys so deposited with the Union, may be disposed of between the conflicting Claimants in
accordance with the ruling of the Arbitrator. The Arbitrator shall then be selected by the
persons named in the proceeding as making the conflicting claims, and the Secretary shall
designate which of such persons are the Claimant and which are the Respondent. The
arbitration proceeding shall then proceed with the conflicting Claimants and Respondents as
the real parties in interest. If no money is claimed, the same procedure may be followed
without deposit.

(13) Any Answer may contain a counterclaim or cross-claim which shall be deemed denied by the
opposing party unless expressly admitted. Except as above provided, failure to answer within
the time specified by the rules, or failure to deny an allegation, shall be deemed an admission
of the allegations not denied. A denial may be general of an entire paragraph, or the entire
claim.

(14) An Arbitrator shall have complete control of the conduct of the arbitration, and may specify
any rules and regulations with reference thereto not in conflict herewith. The decision of the
Arbitrator shall be final. All awards shall be in writing. Three (3) originals of the award shall be
filed with the Secretary, who shall cause one to be mailed or otherwise delivered to the claimant
or his/her delegate, and one to the respondent or his/her delegate, retaining the third. The
technical rules of evidence may be waived at the discretion of the Arbitrator. The Arbitrator
shall have the authority to issue subpoenas at the request of any party to require the appearance
of witnesses or the production of documents which are relevant to the issues in the arbitration.

(15) Parties are entitled to be represented by counsel and to be heard, provided, however, that
nothing herein contained shall limit the power of the Arbitrator to control the manner, method,
and conduct of the proceedings and the presentation of the evidence, subject always to the
requirement that the parties be given a fair and impartial hearing.

(16) Arbitration awards may be confirmed in accordance with any arbitration laws which are
applicable in the locality in which the arbitration is held, where such awards are in the class of
arbitrations within the purview of such arbitration laws.



(17) SAG-AFTRA members and managers shall comply with awards made by the Arbitrator. Any
willful or intentional failure or refusal of any member of SAG-AFTRA to comply with an award
made by an Arbitrator may be deemed a violation of the policy of the Union pursuant to Art.
XIV(A)(1) of the SAG-AFTRA Constitution and may subject the member to disciplinary
penalties. Any effort by any member of SAG-AFTRA against whom an arbitration award has
been made to avoid the payment of said award by taking unfair advantage of any bankruptcy or
insolvency laws may likewise be deemed a violation of the policy of the Union pursuant to Art.
XIV(A)(1) of the SAG-AFTRA Constitution and may subject the member to disciplinary
penalties. Any willful or intentional failure or refusal of any affiliated manager to comply with
an award made by an arbitration tribunal shall be grounds for disciplinary action up to and
including termination of the managers affiliation with the Union.

(18) Expenses of an arbitration shall be borne by the parties thereto equally, except as hereafter
provided. The award may include costs as part of the award, and may provide for their taxing
in a supplementary proceeding and by a supplementary award. If a shorthand reporter or a
stenographic transcript is desired by a party, the desiring party shall pay for same, and the cost
may not be charged to any other party in the award. SAG-AFTRA is an ex officio party to any
proceeding hereunder; no costs shall be taxed against such ex officio party.

(19) Arbitrators have the right to apportion or tax to one party all costs and expenses of arbitration
proceedings between individual members of SAG-AFTRA and their managers, and to include
such costs and expenses in the award. Counsel fees may not be taxed as costs.

(20) No SAG-AFTRA member or manager shall attach, garnish, or levy on the funds or property of
the other party in any dispute or controversy arising out of or in connection with the
management contract. No SAG-AFTRA member or manager shall bring an action at law or in
Equity against any other party in any dispute or controversy arising out of or in connection with
its management contract. A SAG-AFTRA member or manager shall have the right, however, to
have any arbitration award hereunder confirmed in accordance with the law and shall thereafter
have all rights given by law in attempting to collect any moneys payable under any such award
or under any judgment confirming such award, whether by way of execution on a judgment,
garnishment, levy or otherwise.

(21) Any judgment or arbitration award by reason of the breach of a management contract by a
SAG-AFTRA member shall give the manager only such right to receive money from and out of
the members earnings, if, as, and when the member receives the same, or the same is received
for or on his behalf, and not otherwise, and the right of a manager to recover damages for a
members breach of a management contract is so limited. If a member has already received
moneys or other consideration in connection with which compensation is payable to a
manager, then the award or judgment to the manager shall include the aggregate amount of
such commissions payable forthwith. The manager has no interest whatsoever in any contract
of employment entered into by the member, but this does not affect the right of the manager to
receive compensation under a management contract if the member receives money on which
said commissions are payable.

(22) The managers sole right in the event of the breach of a management contract by a member is
to receive from the member the compensation specified in the contract, if, as, and when the
member receives or has received moneys or other consideration on which such percentage is


payable, and (s)he shall not be entitled to receive such commissions on any moneys which the
member does not receive, irrespective of the reasons why the member does not receive the
same, even though the failure to receive the same may be by reason of the fault of the member.

(23) Whenever an Arbitrator shall render an award in favor of the manager for compensation at the
rate stipulated in or accruing under the management contract, if the member so desires and
expresses such desire in a written communication to the manager on or before the expiration of
a period of thirty (30) days after the date of the filing of the award with the Secretary, the
manager shall render management services to the member as long as the manager is entitled to
receive compensation under the award.

(24) The Secretary may, from time to time, make rules and regulations with reference to the form
and number of copies in which claims and answers shall be ruled. The Secretary furthermore
shall have the power to grant applications for additional time when the Secretary deems such
requests proper.

(25) The Secretary may enact additional, reasonable procedural rules from time to time.

(26) Where not inconsistent herewith, the Commercial Arbitration rules of the American
Arbitration Association (AAA) shall apply.

(27) In any arbitration, the Arbitrator shall have the broadest possible power permitted by law to
frame their award to do substantial justice between or among the parties.

(30) Except as otherwise specified herein, arbitrations shall not be public.

(31) Whenever the Secretary disqualifies himself/herself in a particular matter, by reason of interest
or otherwise, another person shall be appointed by the Unions General Counsel, or his
designee, to serve in this capacity. Should SAG-AFTRA refuse to act on this appointment in a
timely manner, the parties shall have the right to seek appointment of an arbitrator by the
AAA.